UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~July 281, 2015

___________

VALLEY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia (State or other jurisdiction of incorporation)	000-28342 (Commission File Number)		54‑1702380 (I.R.S. Employer Identification No.)
36 Church Avenue, S.W. Roanoke, Virginia (Address of principal executive offices)		24011 (Zip Code)

Registrant's telephone number, including area code: (540) 342-2265

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 52.~~07. Submission~~01 Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders.~~Assets

~~The~~Effective ~~Annual~~July ~~Meeting~~1, of2015, ~~Shareholders of~~ Valley Financial Corporation (the “Company”) ~~was~~completed ~~held~~its onpreviously ~~May~~announced 28merger (the “Merger”) with BNC Bancorp (“BNC”), ~~2015. The~~pursuant ~~matters~~to ~~considered~~an Agreement and ~~voted~~Plan onof Merger dated November 17, 2014 (the “Merger Agreement”), by and among the ~~shareholders~~Company atand BNC. At closing, the ~~Annual~~Company ~~Meeting~~merged with and into BNC, with BNC continuing as the ~~results~~surviving ~~were~~corporation. As a result of the Merger, and pursuant to the terms and conditions of the Merger Agreement, each share of the Company’s common stock was converted into the right to receive 1.1081 shares of BNC common stock (the “Merger Consideration”). Such exchange ratio was fixed in accordance with the terms of the Merger Agreement and is the result of the 20 day volume weighted average price of BNC’s common stock being above $18.50 as ~~follows:~~of the close of trading on June 29, 2015.

1.In ~~The~~addition, ~~proposal~~at ~~to approve~~ the ~~Agreement~~effective ~~and~~time ~~Plan~~ of ~~Merger, dated November 17, 2014, by and between BNC Bancorp (“BNC”) and~~ the ~~Company, pursuant to which the Company will merge with and into BNC with BNC as the surviving corporation was approved by the shareholders by the following vote~~Merger:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,291,042	16,935	11,117	293,376

all outstanding stock options granted the Company, whether vested or not, were cancelled at the effective time of the Merger and the holder thereof was paid in cash (without interest and less applicable taxes and withholdings) an amount equal to the product of (a) the number of shares of the Company’s common stock subject to such stock option times (b) the difference between (i) the imputed cash value per share of the Company’s common stock pursuant to the exchange and conversion provisions of the Merger Agreement, as applicable (with shares of BNC common stock being valued based upon the closing price of such shares on the second to last trading day prior to the effective date of the Merger), and (ii) the exercise price of each respective stock option;

2.· ~~The~~Notwithstanding ~~election~~the foregoing, the employees of ~~three~~the ~~directors~~Company towho ~~serve~~continue in such capacities with BNC or the Bank of North Carolina after the effective time of the Merger will each receive a ~~three-year~~replacement ~~term~~option to acquire, ~~expiring~~on inthe ~~2018.~~same ~~The~~terms ~~table~~and ~~below~~conditions ~~sets~~as ~~forth~~were applicable under such stock option of the ~~voting~~Company ~~results~~and at an exercise price adjusted to account for ~~each~~the ~~nominee:~~exchange ratio, the number of shares of BNC common stock equal to (a) the number of shares of the Company’s common stock subject to the Company stock option multiplied by (b) the exchange ratio; and

Name of Nominee	Votes For	Votes Withheld	Broker Non-Votes
Ellis L. Gutshall	4,306,337	12,757	293,376
Mason Haynesworth	4,306,003	13,091	293,376
George W. Logan	4,306,337	12,757	293,376

·	The vesting of all restricted stock awards of the Company accelerated upon consummation of the Merger.

3.Immediately ~~The~~following ~~non-binding~~the ~~resolution~~Merger, toValley ~~approve~~Bank, a Virginia banking corporation and wholly owned subsidiary of the ~~2014~~Company, ~~executive~~merged ~~compensation~~with ~~program~~and ~~for~~into the ~~named~~Bank ~~executive~~of ~~officers~~North ~~was~~Carolina, ~~approved~~a byNorth ~~the~~Carolina ~~shareholders~~banking bycorporation and wholly owned subsidiary of BNC, with Bank of North Carolina as the ~~following~~surviving ~~vote:~~entity.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,129,501	42,667	146,926	293,376

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference as Exhibit 2.1.

4Item 3.01 Notice ~~The~~of ~~non-binding~~Delisting ~~resolution~~or toFailure ~~approve certain compensation that may become payable~~ to ~~Valley’s~~Satisfy ~~named~~a ~~exectives~~Continued ~~offices~~Listing inRule ~~connection~~or ~~with~~Standard; ~~the~~Transfer ~~merger~~of ~~was approved by the shareholders by the following vote:~~Listing.

Votes For	Votes Against	Abstentions	Broker Non-Votes
3,963,641	195,232	160,221	293,376

In connection with the closing of the Merger, the Company notified the Nasdaq Stock Market (“Nasdaq”) on July 1, 2015 that, at the effective time of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to such time, was automatically cancelled and converted into the right to receive the Merger Consideration. On July 1, 2015, the Company requested Nasdaq to promptly file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the shares of the Company’s common stock. Upon effectiveness of such Form 25, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the shares of the Company’s common stock be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

5Item 3.03 Material ~~The~~Modification ~~ratification~~to Rights of ~~the~~Security ~~Company’s external auditors for the year ending December 31, 2015 was approved by the shareholders by the following vote:~~Holders.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,609,129	1,767	1,574	0

The disclosure set forth under Items 2.01 and 3.01 is incorporated by reference into this Item 3.03.

6Item 5.01 Changes ~~The~~in ~~adjournment~~Control of ~~the annual meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement was approved by the hareholders by the following vote:~~Registrant.

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,587,211	21,584	3,675	0

On July 1, 2015, pursuant to the terms of the Merger Agreement, BNC completed the acquisition of the Company through the merger of the Company with and into BNC, with BNC continuing as the surviving corporation. As a result of the Merger, each share of the Company’s common stock issued and outstanding immediately prior to such time was automatically cancelled and converted into the right to receive the Merger Consideration. The aggregate amount paid by BNC for the Merger Consideration was 5,500,866 shares of BNC common stock, which had a value of approximately $106.3 million based on the closing price of BNC common stock on June 30, 2015.

Item 89.01~~. Other~~ Financial ~~Events~~Statements and Exhibits.

~~On May 28, 2015, Valley Financial Corporation~~ (~~the “Company”~~d), the holding company for Roanoke, VA-based Valley Bank, issued a press release regarding the shareholder approval of the merger with BNC Banccorp. The press release is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.Exhibits

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit

2.1	Agreement and Plan of Merger, dated as of November 17, 2014, by and between the Company and BNC (attached as Exhibit 2.1 to the Company’s current report on Form 8-K filed on November 18, 2014, and incorporated herein by reference).

(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release dated May 28, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VALLEY FINANCIAL CORPORATION
		BNC BANCORP (as successor to Valley Financial Corporation)
			(Registrant)
Date:	July 8, 2015	By:	/s/ David B. Spencer
Date:	May 29, 2015	By:	/s/ Kimberly B. Snyder
			David B. Spencer
			Kimberly B. Snyder
			Senior Executive Vice President and Chief Financial Officer
			Executive Vice President and
			Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

2.1

Agreement and Plan of Merger, dated as of November 17, 2014, by and between the Company and BNC (attached as Exhibit 2.1 to the Company’s current report on Form 8-K filed on November 18, 2014, and incorporated herein by reference).

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